PHILIPPINE LONG DISTANCE TELEPHONE COMPANY

PLDT

PSE Disclosure Form 5-1 Substantial Acquisitions
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 and/or Section 5 of the Revised Disclosure Rules

A. Subject of the Disclosure
Substantial acquisition
B. Background/Description of the Disclosure
Philippine Long Distance Telephone Company (PLDT) (PSE:TEL) (NYSE:PHI),
the leading telecoms operator in the Philippines, and Rocket Internet AG
(Rocket), headquartered in Berlin which provides a platform for the rapid
creation and scaling of consumer internet businesses outside the U.S. and
China, have entered into a global strategic partnership to drive the development
of online and mobile payment solutions in emerging markets.

C. Date of Approval by the Board of Directors

Conditional approval of the Board was given at the 5 August 2014 Board
Meeting, subject to certain conditions which were complied with on 7 August
2014.

Press release announcing the transaction was filed with the PSE on 7 August
2014.

D. Date of Approval by Stockholders

N. A.

E. Other relevant Regulatory Agency, if applicable

N. A.

F. Date of Approval by Relevant Regulatory Agency

N. A.

G. Rationale for the transaction including the benefits which are expected to be
accrued to the Issuer as a result of the transaction

The partnership will leverage PLDT's experience and intellectual property in
mobile payments and remittance platforms, together with Rocket's global

technology platform, to provide products and services for the unbanked,
uncarded and unconnected population in emerging markets.

H. Description of the transaction including the timetable for implementation and
related regulatory requirements, if any

Investment of 333 million in Rocket Internet, with target closing date in August
or September 2014.

I. Identities of the parties to the transaction


Name

Nature of Business
Nature of any material
relationship with the Issuer,
their directors/officers or
any of their affiliates
Philippine Long Distance
Telephone Company
Telecommunications None
Rocket Internet AG e-commerce, marketplaces
and financial technology
None

J. Terms and conditions of the transaction

a. The nature and amount of consideration (e. g., price per share, the
aggregate amount)

PLDT will invest 333 million in Rocket.

On 15 August 2014, Rocket Internet AG announced an investment of
435 million by United Internet AG for a 10.7 per cent stake in Rocket
Internet. United Internets investment consists of 333 million in cash and
102 million represented by United Internets equity participation in the
portfolio of Global Founders Capital funds (Global Founders Capital).
Global Founders Capital is a portfolio of over 50 venture capital
investments held jointly by United Internet and Global Founders Fund
GmbH (Global Founders Fund, formerly European Founders Fund
GmbH), the personal investment vehicle of Oliver Samwer and his
brothers.

As part of this transaction, the equity participation of Global Founders
Fund in Global Founders Capital, valued at 153 million, will also be
contributed into Rocket in exchange for new shares, which will bring
Global Founders Funds stake in Rocket to 53.7 per cent.

Following the above investment, PLDTs investment in Rocket Internet will
be reduced to 8.6 per cent.

Copies of the 15 August 2014 Rocket Internet and United Internet Press
Releases are attached for reference.

b. Basis upon which the amount of consideration or value of the transaction
was determined.

Various valuation methodologies were considered.

PLDT conducted commercial, technical, legal, financial, HR and
governance due diligence.

K. The number of share to be acquired.

To be provided upon completion of Rocket Internets on-going capital
restructuring to accommodate additional investors.

L. Ratio of percentage to total outstanding capital stock.

10% to be reduced to 8.6% as a result of the transaction referred to in the
attached Rocket Internet Press Release dated 15 August 2014.

M. Terms of payment

50% payable in cash upon signing with the balance payable over time based on
milestones.

N. Conditions precedent to closing the transaction, if any.

Customary conditions to closing.

O. Description of the company subject of the transaction

Rocket's mission is to become the worlds largest Internet platform outside of
China and the United States. Rocket identifies and builds proven internet
business models and transfers them to new, underserved or untapped markets
where it seeks to scale them into market leading online companies.

Rocket is focused on online business models that satisfy basic consumer needs
across three sectors: e-Commerce, marketplaces and financial technology.

Rocket started in 2007 and now has more than 20,000 employees across its
network of companies, which operate in more than 100 countries on five
continents, with aggregated revenues in excess of 700 million in 2013.


Its most prominent brands include leading Southeast Asian e-Commerce
businesses Zalora and Lazada, as well as fast growing brands with strong
positions in their markets such as Dafiti, Linio, Jumia, Namshi, Lamoda, Jabong,
Westwing, Home24 and HelloFresh, in Latin America, Africa, Middle East,
Russia, India and Europe.

P. Discussion of major projects and investments

Rocket Internet continues to expand its businesses in Asia, Africa, the Middle
East, Latin America and Europe, focused on e-commerce, marketplaces and
financial service applications.

PLDT and Rocket Internet will establish a joint venture to explore online and
mobile e-payment applications in the Philippines and throughout the Rocket
network of companies worldwide.

Q. List of subsidiaries and affiliates, with percentage holdings

Please refer to page 5 of the attached presentation, a copy of which was filed
with the PSE on 7 August 2014, and the English courtesy translation of the
financial statements of Rocket Internet GmbH as of 31 December 2013 also
attached.

Name % Ownership


R. Capital structure

Rocket Internet is currently re-organizing its capital structure to accommodate
additional investors. Once this has been completed, PLDT will provide the
Exchange with the requested information.

a. Authorized capital stock

Type of Security/Stock
Symbol
Amount Number of shares


b. Subscribed shares

Type of Security/Stock
Symbol
Amount Number of shares


c. Paid up capital




d. Issued shares

Type of Security/Stock
Symbol
Amount Number of shares


e. Outstanding shares

Type of Security/Stock
Symbol
Amount Number of shares


f. Par Value

Type of Security/Stock Symbol Amount


S. Ownership structure (including percentage holdings)

Rocket Internet is currently undertaking a restructuring of its capital structure to
accommodate additional investors. Once this has been completed, PLDT will
provide the Exchange with the requested information.

Name Number of shares % Ownership*
Global Founders GmBH
(formerly European
Founders Fund GmBH)

53.7%
Investment AB Kinnevik/
Emesco AB
18.5%
United Internet AG 10.7%
Philippine Long Distance
Telephone Company

8.6%
Access Industries/AI
European Holdings

8.5%

* as per Rocket Internet Press Release on 15 August 2014

T. Board of Directors

Rocket Internet is currently undertaking a reorganization of its Board in
connection with the on-going restructuring of its capital structure to accommodate
additional investors. Once this has been completed, PLDT will provide the
Exchange with the requested information.

Name (Regular or Independent)



U. Principal Officers

Name Position/Designation
Oliver Samwer Founder and Chief Executive Officer
Alexander Kudlich Chief Operating Officer
Peter Kimpel Chief Financial Officer

V. Effect(s)/impact on the business, financial condition and operations of the Issuer

PLDT will fund the investment from available cash and new debt, with no
significant impact on PLDT's leverage ratios and funding costs.

W. Other relevant information.

PLDT's investment in Rocket will be in new shares issued by the company, of the
same class and bearing the same rights as shares held by current investors. As
part of the investment, PLDT will hold the right to appoint one member of
Rocket's nine-person Supervisory Board.